12/03/2025 | Press release | Distributed by Public on 12/03/2025 18:35
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-Based Restricted Stock Units | (1)(2) | 12/01/2025 | M | 60,000 | (1)(2) | 06/21/2031 | Class B Common Stock | 60,000 | $ 0 | 330,000 | D | ||||
| Class B Common Stock | (3) | 12/01/2025 | M | 60,000 | (3) | (3) | Class A Common Stock | 60,000 | $ 0 | 174,305 | D | ||||
| Class B Common Stock | (3) | 12/01/2025 | F | 31,770 | (3) | (3) | Class A Common Stock | 31,770 | $185.45 | 142,535 | D | ||||
| Stock Option (Right to Buy) | $38.08 | 12/03/2025 | M | 5,252 | (4) | 12/02/2030 | Class B Common Stock | 5,252 | $ 0 | 0 | D | ||||
| Class B Common Stock | (3) | 12/03/2025 | M | 5,252 | (3) | (3) | Class A Common Stock | 5,252 | $38.08 | 147,787 | D | ||||
| Class B Common Stock | (3) | (3) | (3) | Class A Common Stock | 2,886,917 | 2,886,917 | I | See footnote(5) | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Hacker Severin C/O DUOLINGO, INC. 5900 PENN AVENUE PITTSBURGH, PA 15206 |
X | X | Chief Tech Officer, Co-Founder | |
| /s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker | 12/03/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon vesting. The PSUs vest upon the satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied as to 25% of the PSUs on each anniversary of the completion of the Issuer's initial public offering of Class A common stock based on the Reporting Person's continuous service as CTO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CTO as a result of death or permanent disability. |
| (2) | The performance-based condition will be satisfied upon the Issuer's Class A common stock achieving certain stock price hurdles over a period of ten years. Vested PSUs will be settled by the issuance of the underlying Class B Common Stock on the first anniversary of vesting, subject to acceleration upon a termination of employment or a change in control of the Issuer. |
| (3) | Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, and (iii) the death of the Reporting Person. |
| (4) | The shares subject to the option are fully vested and exercisable. |
| (5) | Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |